EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 
 PNC BANK,
NATIONAL ASSOCIATION 
 The Tower at PNC Plaza 

300 Fifth Avenue 
 Pittsburgh, PA
15222 
 November 17, 2018 
 Black Box Corporation 

1000 Park Drive 
 Lawrence, Pennsylvania 15055 

Attention: Chief Financial Officer 
 RE:
Letter Agreement 
 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated May 9, 2016 (as amended, modified, supplemented or restated from time to time,
including by that certain Amendment and Joinder Agreement dated August 9, 2017, that certain Second Amendment, dated June 29, 2018, and that certain Consent Agreement, dated as of November 11, 2018 (the “Consent
Agreement”), the “Credit Agreement”), by and among BLACK BOX CORPORATION, a Delaware corporation (the “Borrower”), each of the Guarantors party thereto (together with the Borrower, collectively, the
“Loan Parties”), each of the Lenders party thereto (the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as administrative agent for the Lenders under the Credit Agreement (in
such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Credit Agreement. 

Upon the execution of this Letter Agreement by the Administrative Agent, each of the Lenders and each of the Loan Parties, in connection with
the Restructuring Transaction (as defined in the Consent Agreement), the Administrative Agent, Lenders, and Loan Parties hereby agree that Section 1.1 of the Credit Agreement shall be deemed to be amended as follows: 

(a)    Section 1.1 of the Credit Agreement shall be deemed to be amended to insert the following new definition of
“Consent Agreement” in its appropriate alphabetical position: 
 “Consent Agreement” shall mean the Consent
Agreement, dated as of November 11, 2018, by and among the Loan Parties, the Administrative Agent and the Lenders. 

(b)    The definition of “LIFO Expiration Date” contained in Section 1.1 of the Credit Agreement shall be
deemed to be amended and restated in its entirety as follows: 












 “LIFO Expiration Date shall mean the earlier of (a) January 17, 2019
(unless the Termination Date (as defined in the Consent Agreement) is not extended by the Administrative Agent in its sole discretion through January 17, 2019, and the Required Lenders direct that the LIFO Expiration Date be the Termination
Date, provided such date shall not be extended beyond January 17, 2019 without the consent of the Administrative Agent and the Lenders), and (b) the date on which the earlier occurs (i) the Administrative Agent, at its discretion or
upon the Required Lenders’ direction to the Administrative Agent, determines to terminate the LIFO Facility following the occurrence of an Event of Default that has not been waived in accordance with this Agreement or (ii) the Obligations
are otherwise accelerated.” 
 Except as expressly modified by the terms hereof, all of the terms and conditions of the Credit
Agreement and the other Loan Documents are hereby reaffirmed and shall continue in full force and effect as therein written. 
 Please
countersign this letter agreement below to evidence the Loan Parties’ acknowledgment and agreement with respect to the foregoing. This letter agreement may be executed in any number of counterparts and by different parties hereto on separate
counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other form of electronic transmission shall be
deemed to be an original signature hereto. 
 [INTENTIONALLY LEFT BLANK] 












 
			
	Sincerely,
	
	 PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent and a Lender

		
	By:	 	 /s/ Christopher B. Gribble

	Name: Christopher B. Gribble
	Title:   Senior Vice President


 [Signature Page to Letter Agreement] 












 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ John M. Schuessler

	Name: John M. Schuessler
	Title:   Senior Vice President


 [Signature Page to Letter Agreement] 












 
			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Mike Warren

	Name: Mike Warren
	Title:   Sr VP


 [Signature Page to Letter Agreement] 












 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Jeanette A. Griffin

	Name: Jeanette A. Griffin
	Title:   Senior Vice President


 [Signature Page to Letter Agreement] 












 
			
	THE HUNTINGTON NATIONAL BANK, as a Lender
		
	By:	 	 /s/ Neil Corry-Roberts

	Name: Neil Corry-Roberts
	Title:   SVP


 [Signature Page to Letter Agreement] 












 
			
	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Don D. Mishler

	Name: Don D. Mishler
	Title:   SVP


 [Signature Page to Letter Agreement] 












 
			
	 FIRST COMMONWEALTH BANK, as a
Lender



 
			
		
	By:	 	 /s/ H. Clayton Soles





			
	Name: H. Clayton Soles
	Title:   Vice President


 [Signature Page to Letter Agreement] 












 
			
	 Agreed to and accepted by the Loan Parties:

	
	 Black Box Corporation, a Delaware
corporation



  

			
	By:	 	 /s/ David J. Russo

		 	David J. Russo
		 	Chief Financial Officer and Treasurer


 [Signature Page to Letter Agreement] 












 
			
	 ACS Communications, Inc., a Texas corporation

	 ACS Dataline, LP, a Texas limited partnership

	 ACS Dataline of the Northwest, Inc., an Oregon corporation

	 ACS Investors, LLC, a Delaware limited liability company

	 BB Technologies, Inc., a Delaware corporation

	 BBOX Holdings Puebla LLC, a Delaware limited liability company

	 Black Box Corporation of Pennsylvania, a Delaware corporation

	 Black Box Network Services, Inc. - Government Solutions, a Tennessee
corporation

	 Black Box Services Company, a Delaware corporation

	 Black Box Ventures Holding Company, a Delaware corporation

Delaney Telecom, Inc., a Pennsylvania corporation

	 NextiraOne, LLC, a Delaware limited liability company

	 NextiraOne New York, LLC, a Delaware limited liability
company

	 Norstan Communications, Inc., a Minnesota corporation

	 Scottel Voice & Data, Inc., a California corporation

	 Vibes Technologies, Inc., a Minnesota
corporation



  

			
	By:	 	 /s/ Ronald Basso

		 	Ronald Basso, in his capacity as one of more
		 	of the following: President, Vice President,
		 	Treasurer and/or Secretary


 [Signature Page to Letter Agreement]